Common use of Governing Law; Jurisdiction; Venue Clause in Contracts

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself giving effect to the sole and exclusive personal principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery of the State of Delaware, or, solely if in the event (but only in the event) that such court does not have subject matter jurisdictionjurisdiction over such action or proceeding, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States District Court for the District of AmericaDelaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a federal court sitting defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the State Delaware Court of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claimChancery, or controversy arising out in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or relating to that this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation document may not be enforced in any of the Delaware Courts, (c) agrees not to plead or claim in any by such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (d) agrees the parties hereto irrevocably agree that it will not bring any Action in connection all claims with any dispute, claim, respect to such action or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby proceeding shall be heard and determined exclusively in the Delaware CourtsCourt of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the The parties hereto hereby irrevocably consent to and unconditionally agrees grant the Delaware Court of Chancery, or in the event (but only in the event) that service such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any dispute, claim, such action or controversy arising out of proceeding in the manner provided herein or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable LawLaw shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall This Agreement will be governed by and construed in accordance with the Laws federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of Delaware without regard New York applicable to its rules of conflict of Laws. Each party hereto (a) irrevocably contracts made and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any be performed entirely within such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware CourtsState. Each of the parties hereto hereby irrevocably and unconditionally (a) agrees that service of process in connection with all judicial proceedings brought against any dispute, claim, or controversy party hereto arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon brought in the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof, (b) submits for itself and its property in any such party by prepaid certified legal action or registered mailproceeding relating to this Agreement, with a validated proof or for recognition and enforcement of mailing receipt constituting evidence of valid service, directed to such party at the address specified any judgment in Section 18. Service made in such mannerrespect thereof, to the fullest non exclusive general jurisdiction of such the courts of the State of New York, the courts of the United States of America for the Southern District of New York (the “District Court”), and appellate courts from any thereof, (c) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same (provided that, for the avoidance of doubt, each party hereto may move for withdrawal from the Bankruptcy Court to the District Court) and (d) agrees that notice may be served upon (i) LLC, Chrysler and GMAC at their respective addresses and in the manner set forth for notices in Section 8.5 and (ii) UST in accordance with federal law. To the extent permitted by applicable Lawlaw, shall have each of the same parties hereto hereby unconditionally waives trial by jury in any civil legal force and effect as if served upon such party personally within action or proceeding relating to this Agreement or the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawtransactions contemplated hereby.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or matters relating to this Agreementthe interpretation, or the negotiationconstruction, validity or performance and enforcement of this Agreement, or the transactions contemplated hereby Agreement shall be governed by and construed in accordance with the Laws domestic laws of the State of Delaware New York without regard giving effect to its rules of any choice or conflict of Laws. Each party hereto law provision or rule (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery whether of the State of Delaware, or, solely if New York or any other jurisdiction) that court does not have subject matter jurisdiction, would cause the Superior Court application of laws of any jurisdiction other than the State of DelawareNew York. Except as otherwise specifically provided herein, or, solely if the subject matter of Executive and the action is one over which Company each hereby irrevocably submits to the exclusive jurisdiction is vested in the courts of the United States District Court for the Southern District of AmericaNew York (or, a federal if subject matter jurisdiction in that court sitting is not available, in the State any state court located within Manhattan, New York) over any dispute arising out of Delaware (collectivelyor relating to this Agreement. Except as otherwise specifically provided in this Agreement, the “Delaware Courts”) in connection with parties undertake not to commence any disputesuit, claim, action or controversy proceeding arising out of or relating to this Agreement in a forum other than a forum described above; provided, however, that nothing herein shall preclude the Company or the transactions contemplated herebyExecutive from bringing any suit, (b) waives action or proceeding in any other court for the purposes of enforcing the provisions of this Section 19 or enforcing any judgment obtained by the Company. The agreement of the parties to the forum described in this Section 19 is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such litigation in any of the Delaware Courtssuit, (c) agrees not to plead action or claim in any such court that such litigation brought therein has been proceeding brought in an inconvenient forum applicable court described in this Section 19, and agrees the parties agree that they shall not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the The parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manneragree that, to the fullest extent permitted by applicable Lawlaw, shall have the same legal force a final and effect as if served upon such party personally within the State of Delaware. Nothing herein non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 19 shall be deemed to limit or prohibit service of process by conclusive and binding upon the parties and may be enforced in any other manner as may be permitted by applicable Lawjurisdiction.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out (a) This Agreement and all acts and transactions pursuant hereto and the rights and obligations of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby parties hereto shall be governed by governed, construed and construed interpreted in accordance with the Laws laws of the State of Delaware Delaware, without regard giving effect to its rules of conflict of Lawslaw principles. Each party In addition, each of the parties hereto (ai) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested Delaware in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with event any dispute, claim, or controversy arising dispute arises out of or relating to this Agreement or any of the transactions contemplated herebyby this Agreement, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (cii) agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (diii) agrees that it will not bring any Action action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, and (iv) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. (b) Each party hereto hereby consents to service of process being made through the notice procedures set forth in Section 12 of this Agreement and agrees that, to the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to the parties’ respective addresses set forth on the signature page hereto shall be effective service of process for any suit or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesThis Agreement shall be governed by, claims and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or controversies other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this AgreementAgreement brought by any party or his, her or the negotiation, validity its affiliates against any other party or performance of this Agreement, or the transactions contemplated hereby its affiliates shall be governed by brought and construed determined in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested New York sitting in the County of New York or the federal courts of the United States of America, a federal court America sitting in the State Southern District of Delaware (collectivelyNew York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to his, her or its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the “Delaware Courts”) transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in connection with the courts described above, other than actions in any disputecourt of competent jurisdiction to enforce any judgment, claimdecree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or controversy as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (bi) waives any objection claim that he, she or it is not personally subject to the laying jurisdiction of venue the courts in New York as described herein for any reason, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (A) the Delaware Courtssuit, (c) agrees not to plead action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (B) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (C) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be deemed made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of Delaware without regard to its rules the conflict or choice of conflict law principles thereof. Any action, suit, arbitration, claim or proceeding by or before any Governmental Entity (each, an “Action”) seeking to enforce any provision of, or based on any matter arising out of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to or in connection with, this Agreement or any of the sole and exclusive personal jurisdiction of transactions contemplated hereby, will be brought exclusively in the Court of Chancery of the State of Delaware, Delaware (the “Delaware Chancery Court”) or, solely if that court the Delaware Chancery Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the any state or federal courts of the United States of America, a federal court sitting located in the State of Delaware (collectivelyand in each case, any appellate courts therefrom). Each of the “Delaware Courts”parties hereto (a) irrevocably and unconditionally submits and consents to the personal jurisdiction in connection with any dispute, claim, or controversy arising out such Action brought in any such court (and of or relating to this Agreement or the transactions contemplated herebyappropriate appellate courts therefrom), (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) irrevocably agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (dc) irrevocably agrees that it will all claims in respect of such Action may be heard and determined in any such courts (and the appropriate appellate courts therefrom) and agrees not to bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or any of the transactions contemplated hereby, hereby in any court or other tribunal, courts other than the Delaware Courts (Chancery Court or, if such court lacks subject matter jurisdiction, any state or federal court located in the manner State of Delaware and priority set forth in subsection any appellate court therefrom, (ad) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such mannerwaives, to the fullest extent permitted by applicable Law, shall any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court (and the appropriate appellate courts therefrom) or that such Action was brought in an inconvenient forum and agrees not to plead or claim the same legal force and effect as if served upon such party personally within (e) consents to service being made through the State notice procedures set forth in Section 17. Each of Delaware. Nothing herein the Company, Parent and the Stockholder hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 17 shall be deemed to limit or prohibit effective service of process by for any other manner as may be permitted by applicable LawAction in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Venue. All disputesThis Agreement shall be governed by, claims and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or controversies other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this AgreementAgreement brought by any party or his, her or the negotiationits affiliates against any other party or his, validity her or performance of this Agreement, or the transactions contemplated hereby its affiliates shall be governed by brought and construed determined in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested New York sitting in the County of New York or the federal courts of the United States of America, a federal court America sitting in the State Southern District of Delaware (collectivelyNew York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for himself, herself or itself and with respect to his, her or its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the “Delaware Courts”) transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in connection with the courts described above, other than actions in any disputecourt of competent jurisdiction to enforce any judgment, claimdecree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or controversy as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (bi) waives any objection claim that he, she or it is not personally subject to the laying jurisdiction of venue the courts in New York as described herein for any reason, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (A) the Delaware Courtssuit, (c) agrees not to plead action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (B) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (C) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes(a) This Agreement, claims or controversies and all Actions based upon, arising out of or relating related to this Agreement, Agreement or the negotiationTransaction, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orwithout regard to the conflicts of law rules or principles that would result in the application of the law of any other state or jurisdiction; provided that the interpretation of the duties of directors and shareholders of the Company shall in each case be governed by, solely if that court does not have subject matter jurisdictionand construed in accordance with, the Superior laws of England and Wales. (b) Each of the parties irrevocably and unconditionally agrees that any Action with respect to this Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, Delaware (or, solely if the subject matter Delaware Court of the action is one Chancery declines to accept jurisdiction over which exclusive jurisdiction is vested in the courts of the United States of Americaa particular matter, a any state or federal court sitting in within the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17Delaware). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally submits with regard to any such Action for itself and in respect of its property to the personal jurisdiction of the aforesaid courts and agrees that service of process in connection with it will not bring any dispute, claim, or controversy arising out of or Action relating to this Agreement or the transactions contemplated hereby may be made upon in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Applicable Law, shall have any claim that (i) the same legal force and effect as if served upon Action in such party personally within court is brought in an inconvenient forum, (ii) the State venue of Delawaresuch Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing herein shall be deemed To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to limit or prohibit the service of process in accordance with Section 12 in any Action relating to this Agreement or any of the transactions contemplated by this Agreement; provided that nothing herein shall affect the right of any party hereto to serve legal process in any other manner as may be permitted by applicable Applicable Law. Notwithstanding the foregoing in this Section 16(b), the Scheme of Arrangement shall be subject to the jurisdiction of the Court and any appellate courts therefrom, and not that of the above named courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of of, based upon, or relating related to this Agreement, letter agreement or the negotiation, validity execution or performance of this Agreementhereof, or the transactions contemplated hereby shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware New York, without regard to its rules of choice or conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to law principles that would result in the sole and exclusive personal jurisdiction application of any Laws other than the Court of Chancery Laws of the State of DelawareNew York. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, orincluding any dispute regarding its breach, solely if that court does not have subject matter jurisdictiontermination or validity, the Superior Court parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State of Delaware, or, solely if arbitration shall be Hong Kong and the subject matter language of the action is one over arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which exclusive jurisdiction is vested shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the courts arbitration (including without limitation any statements of case and any interim or final award, as well as the United States fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of America, a federal court sitting in the State of Delaware (collectivelyany dispute to arbitration, the “Delaware Courts”) parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in connection dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any disputecourt having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, claim, or controversy arising out of any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees allegation that it will not bring any Action in connection with any dispute, claim, is an agency or controversy arising out instrumentality of a sovereign state or relating is otherwise entitled to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsimmunity. Each of the parties hereto hereby irrevocably and unconditionally agrees that notice or the service of process in connection with any disputeaction, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement or the transactions rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated hereby may be made upon such party by prepaid certified or registered mailSection 6 of the Sponsor Limited Guarantee, with a validated proof respect to Sponsor, and Section 10.2 of mailing receipt constituting evidence of valid servicethe Merger Agreement, directed with respect to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit Parent or prohibit service of process by any other manner as may be permitted by applicable LawMerger Sub.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Delaware Nevada without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself giving effect to the sole and exclusive personal principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Court district court of Chancery of the State of DelawareClark County, Nevada or, solely if in the event (but only in the event) that such court does not have subject matter jurisdictionjurisdiction over such action or proceeding, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States District Court for the District of AmericaNevada in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a federal court sitting defense in any action, suit or proceeding for the State interpretation or enforcement hereof or of Delaware (collectivelyany such document, the “Delaware Courts”) that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in connection with any dispute, claimsuch courts, or controversy arising out of or relating to that this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation document may not be enforced in any of the Delaware Courts, (c) agrees not to plead or claim in any by such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (d) agrees the parties hereto irrevocably agree that it will not bring any Action in connection all claims with any dispute, claim, respect to such action or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby proceeding shall be heard and determined exclusively in the Delaware CourtsDistrict Court of Clark County, Nevada, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Nevada. Each of the The parties hereto hereby irrevocably consent to and unconditionally agrees grant the District Court of Clark County, Nevada, or in the event (but only in the event) that service such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Nevada, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any dispute, claim, such action or controversy arising out of proceeding in the manner provided herein or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawlaw shall be valid and sufficient service thereof. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue. All disputesThis Agreement shall be governed by, claims and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or controversies other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement, Agreement brought by any party or the negotiation, validity its affiliates against any other party or performance of this Agreement, or the transactions contemplated hereby its affiliates shall be governed by brought and construed determined in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested New York sitting in the County of New York or the federal courts of the United States of America, a federal court America sitting in the State Southern District of Delaware (collectivelyNew York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the “Delaware Courts”) transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in connection with the courts described above, other than actions in any disputecourt of competent jurisdiction to enforce any judgment, claimdecree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or controversy as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (bi) waives any objection claim that it is not personally subject to the laying jurisdiction of venue the courts in New York as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (A) the Delaware Courtssuit, (c) agrees not to plead action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (B) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (C) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to If “Company” means ayfie Group Inc. this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Agreement shall be governed by and construed in accordance with the Laws internal laws of the State of Delaware without regard giving effect to its rules of any choice or conflict of Laws. Each party hereto law provision or rule (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction whether of the Court State of Chancery Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any legal suit, or, solely if that court does not have subject matter jurisdiction, action or proceeding arising out of or related to this Agreement or the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested matters contemplated pursuant to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of America, a federal court sitting in the State of Delaware in each case located in Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. If “Company” means ayfie Group AS, ayfie AS, ayfie AB, ayfie GmbH this Agreement shall be governed by and construed in accordance with the internal laws of Norway without giving effect to any choice or conflict of law provision or rule (collectivelywhether of Norway or any other jurisdiction) that could cause the application of laws of any jurisdiction other than those of Norway. Any legal suit, the “Delaware Courts”) in connection with any dispute, claim, action or controversy proceeding arising out of or relating related to this Agreement or the transactions matters contemplated herebypursuant to this Agreement shall be instituted exclusively in the courts of Norway located in the Municipality of Oslo, (b) and each party irrevocably waives any objection based on improper venue or forum non conveniens. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the laying remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of venue this Agreement in a manner consistent with the original intent of this Agreement. Service of process, summons, notice or other document by mail to such party’s address set forth in this Agreement shall be effective service of process for any such litigation in any of the Delaware Courtssuit, (c) agrees not to plead action or claim other proceeding brought in any such court that such litigation brought therein has been brought court. The United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtthe International Sale of Goods, and (d) agrees that it will not bring any Action in connection with any disputesimilar treaties, claimconventions and accords, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner all as may be permitted by applicable Lawamended, do not apply to or govern this Agreement.

Governing Law; Jurisdiction; Venue. All disputesThe Laws, rules and regulations of the Abu Dhabi Global Market (“ADGM”) shall govern (i) all claims or controversies matters related to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the Law of any jurisdiction other than the ADGM. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party irrevocably agrees that the courts of the ADGM shall have exclusive jurisdiction to settle any dispute or claim arising out of or relating to in connection with this AgreementAgreement or its subject matter, construction, interpretation, validity, enforceability or the negotiation, validity formation (including non-contractual disputes or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Lawsclaims). Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if agrees that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation final judgment in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation Proceeding so brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard conclusive and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party enforced by prepaid certified suit on the judgment or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted provided by applicable LawLaw or at equity.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself giving effect to the sole and exclusive personal principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery of the State of Delaware, or, solely if in the event (but only in the event) that such court does not have subject matter jurisdictionjurisdiction over such action or proceeding, in the Superior United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to that this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation document may not be enforced in any of the Delaware Courts, (c) agrees not to plead or claim in any by such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (d) agrees the parties hereto irrevocably agree that it will not bring any Action in connection all claims with any dispute, claim, respect to such action or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby proceeding shall be heard and determined exclusively in the Delaware CourtsCourt of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the The parties hereto hereby irrevocably consent to and unconditionally agrees grant the Delaware Court of Chancery, or in the event (but only in the event) that service such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any dispute, claim, such action or controversy arising out of proceeding in the manner provided herein or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable LawLaw shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating (a) Except to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with extent that the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself are mandatorily applicable to the sole Merger, this Agreement, and exclusive personal jurisdiction all claims or causes of the Court of Chancery of the State of Delawareactions (whether at Law, orin contract or in tort) that may be based upon, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising arise out of or relating related to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland). (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum Any and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions all disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in any Maryland state or federal court exercising jurisdiction over the Delaware Courtssubject matter of such dispute(s). Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that service (i) submits to the exclusive personal jurisdiction of process in connection with any disputesuch Maryland state or federal court, claim, or controversy for the purpose of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be made upon heard and determined in any such party by prepaid certified Maryland state or registered mailfederal court, with a validated proof of mailing receipt constituting evidence of valid service(iv) waives, directed to the fullest extent it may legally and effectively do so, any objection to such party at court’s exercise of personal jurisdiction over the address specified Party in Section 18. Service made in any such mannerdispute, (v) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, (vi) waives, to the fullest extent permitted by applicable Law, shall have the same legal force defense of an inconvenient forum to the maintenance of such dispute and effect as if served upon (vii) agrees, with respect to any Action filed in a Maryland state court, to jointly request an assignment to the Maryland Business and Technology Case Management Program. Each of the Parties agrees that a final judgment in any such party personally within the State of Delaware. Nothing herein dispute shall be deemed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to limit or prohibit service of process by in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputes, claims This letter agreement and all disputes or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Laws internal laws of the State of Delaware New York, without regard to its rules the laws of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal any other jurisdiction that might be applied because of the Court conflicts of Chancery laws principles of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court New York. Each of the State of Delaware, or, solely if the subject matter of the parties irrevocably agrees that any legal action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement letter agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the federal courts located in the Borough of Manhattan, in the City of New York or the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this letter agreement and the transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) waives any objection to the laying of venue that it or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of the Delaware Courtsnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) agrees not to plead that (i) the suit, action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (ii) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (iii) this Agreement letter agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or matters relating to this Agreementthe interpretation, or the negotiationconstruction, validity or performance and enforcement of this Agreement, or the transactions contemplated hereby Agreement shall be governed by and construed in accordance with the Laws domestic laws of the State of Delaware New York without regard giving effect to its rules of any choice or conflict of Laws. Each party hereto law provision or rule (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery whether of the State of Delaware, or, solely if New York or any other jurisdiction) that court does not have subject matter jurisdiction, would cause the Superior Court application of laws of any jurisdiction other than the State of DelawareNew York. Except as otherwise specifically provided herein, or, solely if the subject matter of Executive and the action is one over which Company each hereby irrevocably submits to the exclusive jurisdiction is vested in the courts of the United States District Court for the Southern District of AmericaNew York (or, a federal if subject matter jurisdiction in that court sitting is not available, in the State any state court located within Manhattan, New York) over any dispute arising out of Delaware (collectivelyor relating to this Agreement. Except as otherwise specifically provided in this Agreement, the “Delaware Courts”) in connection with parties undertake not to commence any disputesuit, claim, action or controversy proceeding arising out of or relating to this Agreement in a forum other than a forum described above; provided, however, that nothing herein shall preclude the Company or the transactions contemplated herebyExecutive from bringing any suit, (b) waives action or proceeding in any other court for the purposes of enforcing the provisions of this Section 19 or enforcing any judgment obtained by the Company. The agreement of the parties to the forum described in this Section 19 is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non- forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such litigation in any of the Delaware Courtssuit, (c) agrees not to plead action or claim in any such court that such litigation brought therein has been proceeding brought in an inconvenient forum applicable court described in this Section 19, and agrees the parties agree that they shall not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the The parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manneragree that, to the fullest extent permitted by applicable Lawlaw, shall have the same legal force a final and effect as if served upon such party personally within the State of Delaware. Nothing herein non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 19 shall be deemed to limit or prohibit service of process by conclusive and binding upon the parties and may be enforced in any other manner as may be permitted by applicable Lawjurisdiction.

Governing Law; Jurisdiction; Venue. All disputes, claims This letter agreement and all disputes or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Laws internal laws of the State of Delaware Nevada, without regard to its rules the laws of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal any other jurisdiction that might be applied because of the Court conflicts of Chancery laws principles of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court Nevada. Each of the State of Delaware, or, solely if the subject matter of the parties irrevocably agrees that any legal action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement letter agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of Nevada located in Cxxxx County, Nevada or the federal courts of the United States of America located in Nevada. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this letter agreement and the transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Nevada as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Nevada as described herein for any reason, (b) waives any objection to the laying of venue that it or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of the Delaware Courtsnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) agrees not to plead that (i) the suit, action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (ii) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (iii) this Agreement letter agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the The Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto shall govern (a) irrevocably all claims or matters related to or arising from this Agreement and unconditionally consents to submit itself to (b) any questions concerning the sole construction, interpretation, validity and exclusive personal jurisdiction enforceability of this Agreement, and the performance of the Court of Chancery obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware, or, solely if Delaware or any other jurisdiction) that court does not have subject matter jurisdiction, would cause the Superior Court application of the Law of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, orSUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, solely if the subject matter TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the action is one over which Parties submits to the exclusive jurisdiction is vested in the courts of the United States of America, a state or federal court sitting in the State of Delaware (collectivelyDelaware, County of New Castle. Nothing in this Section 4, however, shall affect the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue right of any such litigation in any of the Delaware Courts, (c) agrees not party to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of serve legal process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as permitted by Law or at equity. Each party hereto agrees that a final judgment in any Proceeding so brought shall be conclusive and may be permitted enforced by applicable Lawsuit on the judgment or in any other manner provided by Law or at equity.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating (a) Except to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with extent that the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself are mandatorily applicable to the sole Partnership Merger, this Agreement, and exclusive personal jurisdiction all claims or causes of the Court of Chancery of the State of Delawareactions (whether at Law, orin contract or in tort) that may be based upon, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising arise out of or relating related to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland). (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum Any and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions all disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in any Maryland state or federal court exercising jurisdiction over the Delaware Courtssubject matter of such dispute(s). Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that service (i) submits to the exclusive personal jurisdiction of process in connection with any disputesuch Maryland state or federal court, claim, or controversy for the purpose of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be made upon heard and determined in any such party by prepaid certified Maryland state or registered mailfederal court, with a validated proof of mailing receipt constituting evidence of valid service(iv) waives, directed to the fullest extent it may legally and effectively do so, any objection to such party at court’s exercise of personal jurisdiction over the address specified Party in Section 18. Service made in any such mannerdispute, (v) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, and (vi) waives, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon defense of an inconvenient forum to the maintenance of such party personally within dispute. Each of the State of Delaware. Nothing herein Parties agrees that a final judgment in any such dispute shall be deemed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to limit or prohibit service of process by in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by and construed brought solely in accordance with the Laws of any state or federal court within the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that any direct appellate court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtstherefrom. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum or (ii) the State venue of Delawaresuch suit, action or proceeding is improper. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered by any other manner as may be permitted by applicable LawU.S. registered or certified mail to the party at the address specified on the signature page hereto.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating (a) Except to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with extent that the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself are mandatorily applicable to the sole and exclusive personal jurisdiction filing of the Court Certificate of Chancery Merger with the DE SOS, this Agreement, and all claims or causes of the State of Delawareactions (whether at Law, orin contract or in tort) that may be based upon, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising arise out of or relating related to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland). (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum Any and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions all disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in a Maryland state or federal court located in Baltimore City exercising jurisdiction over the Delaware Courtssubject matter of such dispute(s). Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that service (i) submits to the exclusive personal jurisdiction of process any such Maryland state or federal court located in connection with Baltimore City, for the purpose of any dispute, claim, or controversy dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be made upon heard and determined only in such party by prepaid certified or registered mailcourts, with a validated proof of mailing receipt constituting evidence of valid service(iv) waives, directed to the fullest extent it may legally and effectively do so, any objection to such party at court's exercise of personal jurisdiction over the address specified Party in Section 18. Service made in any such mannerdispute, (v) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, and (vi) waives, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon defense of an inconvenient forum to the maintenance of such party personally within dispute. Each of the State of Delaware. Nothing herein Parties agrees that a final judgment in any such dispute shall be deemed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to limit or prohibit service of process by in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesquestions concerning the construction, claims or controversies arising out of or relating to this Agreementvalidity, or the negotiation, validity or performance enforcement and interpretation of this Agreement, or the transactions contemplated hereby letter agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of Delaware New York, without regard to its rules the principles of conflict conflicts of Lawslaw thereof. Each party hereto (a) irrevocably Party agrees that all legal proceedings concerning the interpretations, enforcement and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction defense of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated herebyby this letter agreement (whether brought against a Party hereto or its respective affiliates, (bdirectors, officers, shareholders, partners, members, employees or agents) waives any objection shall be commenced exclusively in the federal courts located in New York, New York. Each Party hereby irrevocably submits to the laying exclusive jurisdiction of venue such courts for the adjudication of any such litigation dispute hereunder or in connection herewith or with any of the Delaware Courtstransaction contemplated hereby or discussed herein, (c) and hereby irrevocably waives, and agrees not to plead or claim assert in any such court legal action, suit or proceeding, any claim that such litigation brought therein has been brought in an inconvenient forum and agrees it is not otherwise personally subject to attempt to deny or defeat such personal the jurisdiction or venue by motion or other request for leave from of any such court, and (d) agrees that it will not bring any Action in connection with any disputesuch legal action, claim, suit or controversy arising out of proceeding is improper or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsis an inconvenient venue for such proceeding. Each of the parties hereto party hereby irrevocably and unconditionally agrees that waives personal service of process and consents to process being served in connection any such legal action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed delivery) to such party at the address specified in Section 18. Service made in effect for notices to it under this letter agreement and agrees that such manner, to the fullest extent permitted by applicable Law, service shall have the same legal force constitute good and effect as if served upon such party personally within the State sufficient service of Delawareprocess and notice thereof. Nothing contained herein shall be deemed to limit or prohibit service of in any way any right to serve process by in any other manner as may be permitted by applicable Law. If any party shall commence a legal action, suit or proceeding to enforce any provisions of this letter agreement, the prevailing party in such legal action, suit or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such legal action, suit or proceeding.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be deemed made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of Delaware without regard to its rules the conflict or choice of conflict law principles thereof. Any action, suit, arbitration or proceeding by or before any Governmental Entity (each, an “Action”) seeking to enforce any provision of, or based on any matter arising out of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to or in connection with, this Agreement or any of the sole and exclusive personal jurisdiction of transactions contemplated hereby, will be brought exclusively in the Court of Chancery of the State of Delaware, Delaware (the “Delaware Chancery Court”) or, solely if that court the Delaware Chancery Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the any state or federal courts of the United States of America, a federal court sitting located in the State of Delaware (collectivelyand in each case, any appellate courts therefrom). Each of the “Delaware Courts”parties hereto (a) irrevocably and unconditionally submits and consents to the personal jurisdiction in connection with any dispute, claim, or controversy arising out such Action brought in any such court (and of or relating to this Agreement or the transactions contemplated herebyappropriate appellate courts therefrom), (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) irrevocably agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (dc) irrevocably agrees that it will all claims in respect of such Action may be heard and determined in any such courts (and the appropriate appellate courts therefrom) and agrees not to bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or any of the transactions contemplated hereby, hereby in any court or other tribunal, courts other than the Delaware Courts (Chancery Court or, if such court lacks subject matter jurisdiction, any state or federal court located in the manner State of Delaware and priority set forth in subsection any appellate court therefrom, (ad) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such mannerwaives, to the fullest extent permitted by applicable Law, shall any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court (and the appropriate appellate courts therefrom) or that such Action was brought in an inconvenient forum and agrees not to plead or claim the same legal force and effect as if served upon such party personally within (e) consents to service being made through the State notice procedures set forth in Section 17. Each of Delaware. Nothing herein the Company, Parent and the Stockholder hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 17 shall be deemed to limit or prohibit effective service of process by for any other manner as may be permitted by applicable LawAction in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Venue. All disputesTHIS AGREEMENT (AND ANY CLAIMS OR CAUSE OF ACTION ARISING UNDER, claims OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each of the parties hereto irrevocably and unconditionally agrees that any legal action, suit or controversies proceeding against it with respect to any matter arising under, out of or relating to in connection with this AgreementAgreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the negotiationDelaware Chancery Court (or, validity or performance of this Agreement, or if the transactions contemplated hereby Delaware Chancery Court shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delawareunavailable, or, solely if that then any federal court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court America sitting in the State of Delaware Delaware), and by execution and delivery of this Agreement, each of the parties hereto: (collectively, a) irrevocably submits itself to the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out nonexclusive jurisdiction of or relating to this Agreement or the transactions contemplated herebysuch court, (b) waives any objection to the laying of venue of in any such litigation in any of the Delaware Courtsaction, suit or proceeding and (c) agrees not to plead or claim in waives any objection that such court that such litigation brought therein has been brought in is an inconvenient forum and agrees or does not otherwise to attempt to deny or defeat have jurisdiction over such personal jurisdiction or venue by motion or other request for leave from any such courtparty. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING UNDER, and OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (d) agrees that it will not bring any Action in connection with any disputeWHETHER IN CONTRACT, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17TORT OR STATUTE). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of Delaware (without regard giving effect to its rules of conflict of Lawslaw principles thereof that would result in the application of the Laws of another jurisdiction). Each party of the parties hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery of the State of Delaware, or, solely if that and any state appellate court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in therefrom within the State of Delaware (collectivelyunless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (each, a “Delaware CourtsChosen Court”) in connection with the event any dispute, claim, or controversy arising dispute arises out of or relating in any way related to this Agreement Limited Guarantee or the transactions any transaction contemplated hereby, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, including any Action and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding that it is not subject thereto or that such Action (whether at law, in equity, in contract, in tort or otherwise) may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Limited Guarantee may not be enforced in or by such courts, and the parties hereto irrevocably agree that all Actions (whether at law, in equity, in contract, in tort or otherwise) brought by or against any of the parties hereto or any of their respective Affiliates with respect to such Action shall be heard and determined solely and exclusively in a Chosen Court, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtChosen Court, and (dc) agrees that it will not bring any Action in connection any court other than the Chosen Court and (d) waives any right to trial by jury with respect to any disputeAction (whether at law, claimin equity, in contract, in tort or controversy otherwise) arising out of or relating in any way related to this Agreement Limited Guarantee or the transactions contemplated hereby, in with respect to any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) Action. The parties hereto agree that any violation of this Section 17). All Actions arising out 11 shall constitute a material breach of or relating to this Agreement or the transactions contemplated hereby Limited Guarantee and shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawconstitute irreparable harm.

Governing Law; Jurisdiction; Venue. All disputesTHIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, claims or controversies arising out of or relating to this AgreementAND SHALL BE CONSTRUED IN ACCORDANCE WITH, or the negotiationTHE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INVESTORS AND THE INTERESTED PARTIES HEREBY REPRESENTS, validity or performance of this AgreementWARRANTS AND AGREES THAT THE NEGOTIATION OF THIS AGREEMENT AND THE EXCHANGE OF THE PREFERRED SHARES HEREUNDER AND ALL OTHER PRINCIPAL TRANSACTIONS BETWEEN THE INVESTORS AND THE INTERESTED PARTIES HAVE TAKEN PLACE IN THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INTERESTED PARTIES HEREBY ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED AND UNDERSTANDS THE TERMS OF THIS AGREEMENT AND THE PREFERRED SHARES, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of LawsHAS OBTAINED AND CONSIDERED THE ADVICE OF COUNSEL WITH RESPECT TO SUCH TERMS AND HAS HAD AN OPPORTUNITY TO FULLY NEGOTIATE SUCH TERMS. Each party hereto (a) irrevocably Interested Party hereby agrees that the state and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the federal courts of the United States Commonwealth of AmericaMassachusetts or, a federal at the option of the Investors, as appropriate, any other court sitting in which the State of Delaware (collectivelyInvestors, as appropriate, shall initiate legal or equitable proceedings, to the “Delaware Courts”) in connection with extent such court otherwise has jurisdiction, shall have jurisdiction to hear and determine any disputeclaims or disputes between the Investors, claimas appropriate, and any Interested Party pertaining directly or indirectly to this agreement and all documents, instruments and agreements executed pursuant hereto, or controversy to any matter arising out of therefrom (unless otherwise expressly provided for therein). To the extent permitted by law, each Interested Party hereby expressly submits and consents in advance to such jurisdiction in any action or relating to this Agreement or proceeding commenced by the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation Investors in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of such summons and complaint or other process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby papers may be made upon such party by prepaid registered or certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed mail addressed to such party Interested Party at the address specified in Section 18to which notices are to be sent pursuant to this Agreement. Service made in such mannerEach Interested Party waives any claim that Boston, to Massachusetts is an inconvenient forum or an improper forum based on lack of venue. To the fullest extent permitted by applicable Lawlaw, shall have should any Interested Party, after being so served fail to appear or answer to any summons, complaint, or process or papers so served within 30 days after the same legal force and effect as if served upon mailing thereof, such party personally within the State of Delaware. Nothing herein Interested Party shall be deemed in default and an order and/or judgment may be entered by the Investors, as appropriate, against such Interested Party as demanded or prayed for in such summons, complaint, process or papers. The exclusive choice of forum set forth in this Section 12.3 shall not be deemed to limit preclude the enforcement of any judgment obtained in such forum or prohibit service the taking of process by any action to enforce the same in any other manner as may be permitted by applicable Lawappropriate jurisdiction.

Governing Law; Jurisdiction; Venue. All disputesThis Limited Guarantee, claims the rights of the parties hereto under or controversies in connection herewith or the transactions contemplated hereby, and all actions or proceedings arising out of or related to any of the foregoing, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement, Limited Guarantee brought by any party hereto or the negotiation, validity its affiliates against any other party hereto or performance of this Agreement, or the transactions contemplated hereby its affiliates shall be governed by brought and construed determined exclusively in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a any New York federal court sitting in the State Borough of Delaware (collectivelyManhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding shall be heard and determined exclusively in any New York state court sitting in the “Delaware Courts”) in connection Borough of Manhattan of The City of New York. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any dispute, claim, such action or controversy proceeding arising out of or relating to this Agreement or Limited Guarantee and the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any . Each of the Delaware Courts, (c) parties hereto agrees not to plead commence or claim maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsservice is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees that service not to assert, by way of process motion or as a defense, counterclaim or otherwise, in connection with any dispute, claim, action or controversy proceeding arising out of or relating to this Agreement Limited Guarantee or the transactions contemplated hereby may be made upon hereby, f) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, g) that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit courts (whether through service of process notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and h) that i) the suit, action or proceeding in any such court is brought in an inconvenient forum, ii) the venue of such suit, action or proceeding is improper, or iii) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by any other manner as may be permitted by applicable Lawsuch courts.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement and all actions, claims proceedings or controversies counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreementletter agreement or the actions of the Fund, the Parent, Merger Sub or the Company in the negotiation, validity or administration, performance of this Agreementand enforcement hereof, or the transactions contemplated hereby shall be governed by by, and construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware without regard to its rules or any other jurisdiction) that would cause the application of conflict the Laws of Lawsany jurisdiction other than the State of Delaware. Each party of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or Federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and unconditionally complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 7 shall affect the right of any party to serve legal process in any other manner permitted by Law, (b) consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, any other court of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal Delaware and any Federal court sitting in the State of Delaware (collectively, in the “Delaware Courts”) in connection with event any dispute, claim, or controversy arising dispute arises out of or relating to this Agreement letter agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courtsby this letter agreement, (c) agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, court and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or action relating to this Agreement letter agreement or the transactions contemplated hereby, by this letter agreement in any court or other tribunal, other than the Delaware Courts Court of Chancery (in or, if (but only if) the manner and priority set forth in subsection (a) Delaware Court of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby Chancery shall be heard and determined in the Delaware Courts. Each unavailable, any other court of the parties hereto hereby irrevocably and unconditionally agrees that service State of process Delaware or any Federal court sitting in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware). Nothing herein Each of parties agrees that a final non-appealable judgment by one of the above-named courts in any action or proceeding shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or prohibit service of process by in any other manner as may be permitted provided by applicable LawLxx. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH BANK CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. (c) The Borrower hereby irrevocably and unconditionally consents to submit itself waives, to the sole fullest extent it may legally and exclusive personal jurisdiction effectively do so, any objection which it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delawareany suit, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead New York State or claim in any such Federal court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (located in the manner and priority set forth in subsection (a) Borough of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware CourtsManhattan. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such mannerwaives, to the fullest extent permitted by applicable Lawlaw, shall have the same legal force and effect as if served upon defense of an inconvenient forum to the maintenance of such party personally within the State of Delaware. Nothing herein shall be deemed to limit action or prohibit service of process by proceeding in any other manner as may be permitted by applicable Lawsuch court.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of of, based upon, or relating related to this Agreement, letter agreement or the negotiation, validity execution or performance of this Agreementhereof, or the transactions contemplated hereby shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware Delaware, without regard to its rules of choice or conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to law principles that would result in the sole and exclusive personal jurisdiction application of any Laws other than the Court of Chancery Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, orincluding any dispute regarding its breach, solely if that court does not have subject matter jurisdictiontermination or validity, the Superior Court parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre ("HKIAC") Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State of Delaware, or, solely if arbitration shall be Hong Kong and the subject matter language of the action is one over arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which exclusive jurisdiction is vested shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the courts arbitration (including without limitation any statements of case and any interim or final award, as well as the United States fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of America, a federal court sitting in the State of Delaware (collectivelyany dispute to arbitration, the “Delaware Courts”) parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in connection dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any disputecourt having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, claim, or controversy arising out of any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees allegation that it will not bring any Action in connection with any dispute, claim, is an agency or controversy arising out instrumentality of a sovereign state or relating is otherwise entitled to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsimmunity. Each of the parties hereto hereby irrevocably and unconditionally agrees that notice or the service of process in connection with any disputeaction, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement or the transactions rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated hereby may be made upon such party by prepaid certified or registered mailSection 6 of the Limited Guarantee, with a validated proof respect to Sponsor, and Section 10.2 of mailing receipt constituting evidence of valid servicethe Merger Agreement, directed with respect to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit Parent or prohibit service of process by any other manner as may be permitted by applicable LawMerger Sub.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out (a) This Agreement and all acts and transactions pursuant hereto and the rights and obligations of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby parties hereto shall be governed by governed, construed and construed interpreted in accordance with the Laws laws of the State of Delaware Delaware, without regard giving effect to its rules of conflict of Lawslaw principles. Each party In addition, each of the parties hereto (ai) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery or other courts of the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery or other courts of the State of Delaware, orand (iv) hereby waives, solely if and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that court does it is not have subject matter jurisdiction, to the Superior Court jurisdiction of the State above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of Delawarethe suit, or, solely if action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. (b) Stockholder hereby appoints Corporation Service Company, with offices on the date hereof at 0000 Xxxxxxxxxxx Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of the action is one over which exclusive jurisdiction is vested in the courts Xxx Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of the United States of America, a federal court sitting in the State of Delaware process as its authorized agent (collectively, the “Delaware CourtsAuthorized Agent”) ), upon whom process may be served in connection with any disputesuit, claim, action or controversy proceeding arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement. Service of process upon the Authorized Agent shall be deemed, (b) waives any objection to the laying in every respect, effective service of venue of any such litigation in any of the Delaware Courts, process upon Stockholder. (c) agrees not Each party hereto, other than Stockholder, hereby consents to plead or claim service of process being made through the notice procedures set forth in any such court that such litigation brought therein has been brought in an inconvenient forum Section 7.3 and agrees not otherwise that, to attempt the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to deny the parties’ respective addresses set forth on the signature page hereto shall be effective service of process for any suit or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by and construed brought solely in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, Delaware (or, solely if that court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of DelawareDelaware declines to accept jurisdiction over a particular matter, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a any state or federal court sitting within the County of New Castle County in the State of Delaware (collectively, the “Delaware Courts”Delaware) in connection with and any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such direct appellate court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtstherefrom. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum, (ii) the State venue of Delawaresuch suit, action or proceeding is improper or (iii) this letter agreement, or the subject mater hereof, may not be enforced in or by such courts. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by any other manner as may be permitted by applicable LawSection 13 of the Limited Guaranty, with respect to Sponsor, and Section 11.03 of the Merger Agreement, with respect to Parent.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Limited Guarantee shall be governed by by, and construed in accordance with with, the Laws laws of the State of Delaware without regard applicable to its rules contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17)Laws principles. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby Limited Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware Courts. Each (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and unconditionally agrees that venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 12 shall not constitute general consents to service of process in connection with the State of Delaware and shall have no effect for any dispute, claim, or controversy arising out of or relating purpose except as provided in this Section 12 and shall not be deemed to this Agreement or confer rights on any Person other than the transactions contemplated hereby parties hereto. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be made upon such party enforced in other jurisdictions by prepaid certified suit on the judgment or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall have the same legal force restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. The parties hereto agree that any violation of this Section 12 shall constitute a material breach of this Limited Guarantee and effect as if served upon such party personally within the State of Delawareshall constitute irreparable harm. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable LawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by and construed brought solely in accordance with the Laws of any state or federal court within the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that any direct appellate court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtstherefrom. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through Service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum or (ii) the State venue of Delawaresuch suit, action or proceeding is improper. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered by any other manner as may be permitted by applicable LawU.S. registered or certified mail to the party at the address specified on the signature page hereto.

Governing Law; Jurisdiction; Venue. All disputes(a) THIS AGREEMENT SHALL BE CONSTRUED, claims or controversies AND THE RIGHTS AND OBLIGATIONS OF THE SELLER AND THE PURCHASERS HEREUNDER DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AS APPLIED TO DOMICILIARIES THEREOF. (b) Subject to the arbitration provisions set forth in Section 12, for the purposes of any Legal Proceeding arising out of or relating to this Agreement, or the negotiationPurchasers hereby expressly acknowledges and agrees that it is subject to, validity or performance of this Agreementand hereby submits to, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the all federal and state courts of the United States of America, a federal court sitting in the City and County of San Francisco, State of Delaware (collectivelyCalifornia and consents that any order, process, notice of notion or other application to or by any such court or a judge thereof may be served within or without such court's jurisdiction by registered mail or by personal service provided that a reasonable time for appearance is allowed, and the Purchasers agree that such courts shall have exclusive jurisdiction over any Legal Proceeding commenced by either or both of said parties. In furtherance of this Section, the “Delaware Courts”Purchasers agree, immediately upon the request of the Seller, to discontinue (or to cause the discontinuance of) any Legal Proceeding pending in connection with any dispute, claim, other jurisdiction. (c) The Purchasers hereby irrevocably waive any objection that they may have now or controversy hereafter to the laying of venue of any Legal Proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the transactions contemplated herebyCity and County of San Francisco, (b) State of California and hereby further irrevocably waives any objection to the laying of venue of claim that any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim Legal Proceeding brought in any such court that such litigation brought therein Court has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawforum.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement and all actions, claims proceedings or controversies counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreementletter agreement or the actions of the Fund, the Parent, Acquisition Sub or the Company in the negotiation, validity or administration, performance of this Agreementand enforcement hereof, or the transactions contemplated hereby shall be governed by by, and construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware without regard to its rules or any other jurisdiction) that would cause the application of conflict the Laws of Lawsany jurisdiction other than the State of Delaware. Each party of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Acquisition Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and unconditionally complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 7 shall affect the right of any party to serve legal process in any other manner permitted by Law, (b) consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, any other court of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal Delaware and any Federal court sitting in the State of Delaware (collectively, in the “Delaware Courts”) in connection with event any dispute, claim, or controversy arising dispute arises out of or relating to this Agreement letter agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courtsby this letter agreement, (c) agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, court and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or action relating to this Agreement letter agreement or the transactions contemplated hereby, by this letter agreement in any court or other tribunal, other than the Delaware Courts Court of Chancery (in or, if (but only if) the manner and priority set forth in subsection (a) Delaware Court of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby Chancery shall be heard and determined in the Delaware Courts. Each unavailable, any other court of the parties hereto hereby irrevocably and unconditionally agrees that service State of process Delaware or any Federal court sitting in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware). Nothing herein Each of parties agrees that a final non-appealable judgment by one of the above-named courts in any action or proceeding shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or prohibit service of process by in any other manner as may be permitted provided by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesThis Agreement and all matters arising herefrom or with respect hereto, including, without limitation, tort claims or controversies arising out of or relating to this Agreement, or (the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby “Covered Matters”) shall be governed by by, and construed in accordance with with, the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery internal laws of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, without reference to the Superior Court choice of law principles thereof. Each of the parties hereto irrevocably submits to the co-exclusive jurisdiction of the federal and state courts located in the City, County and State of DelawareNew York for the purpose of any suit, oraction, solely if the subject matter proceeding or judgment relating to or arising out of the action is one over which exclusive jurisdiction is vested in the courts Covered Matters. Service of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) process in connection with any disputesuch suit, claimaction or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or controversy arising out proceeding and to the laying of or relating to this Agreement or the transactions contemplated hereby, (b) venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such litigation suit, action, or proceeding brought in such courts and irrevocably waives any of the Delaware Courtsclaim that any such suit, (c) agrees not to plead action, or claim proceeding brought in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise forum. Prior to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from initiating any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunallitigation, other than the Delaware Courts (litigation for a preliminary injunctive or judicial relief from a court of competent jurisdiction in the manner and priority set forth good faith judgment of a party necessary to avoid irreparable injury, each party shall attempt in subsection good faith to negotiate a settlement. If such negotiations do not result in a settlement within thirty (a30) days from the commencement of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of such negotiations, the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with may initiate litigation or any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent other proceeding permitted by applicable Law, shall have law upon seven (7) days’ written notice to the same legal force and effect as if served upon such party personally within the State of Delawareother party. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as All deadlines specified in this Section 6.6 may be permitted extended by applicable Lawmutual agreement in writing. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER DOCUMENTS REFERRED TO HEREIN IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS REFERRED TO HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue. All disputes(a) This Agreement and the agreements, claims or controversies arising out of instruments and documents contemplated hereby and all disputes between the Parties under or relating to this Agreement, Agreement or the negotiationfacts and circumstances leading to its execution and delivery, validity whether in contract, tort or performance of this Agreementotherwise, or the transactions contemplated hereby shall will be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, solely if without giving effect to conflicts of laws principles that court does not have subject matter jurisdiction, would result in the Superior application of the law of any other State. The Delaware Court of the State of DelawareChancery sitting in Wilmington, or, solely Delaware (and if the subject matter Delaware Court of Chancery shall be unavailable, any Delaware state court and the action is one over which exclusive jurisdiction is vested in the courts Federal court of the United States of America, a federal court America sitting in the State of Delaware (collectivelyDelaware) will have exclusive jurisdiction over any and all disputes among the Parties, the “Delaware Courts”) whether at law or in connection with any disputeequity, claimbased upon, or controversy arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby or the transactions contemplated herebyfacts and circumstances leading to its execution and delivery, (b) waives any objection to the laying of venue of any such litigation whether in any of the Delaware Courtscontract, (c) agrees not to plead tort or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsotherwise. Each of the parties hereto hereby Parties irrevocably consents to and unconditionally agrees to submit to the exclusive jurisdiction of such courts, agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made served upon them in any manner authorized by the laws of the State of Delaware, and hereby waives, and agrees not to assert in any such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such mannerdispute, to the fullest extent permitted by applicable Lawlaw, shall have any claim that (i) such Party is not personally subject to the same jurisdiction of such courts, (ii) such Party and such Party’s property is immune from any legal force and effect as if served upon process issued by such courts or (iii) any litigation commenced in such courts is brought in an inconvenient forum. (b) Notwithstanding the foregoing Section 9.04(a), each of the Parties agrees that it will not bring or support any litigation of any kind or description (including any cross-claim or third-party personally within claim), whether in law or in equity, whether in contract or in tort or otherwise, against any of the Lenders in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in each case, in any forum other than the Supreme Court of the State of Delaware. Nothing herein shall be deemed to limit or prohibit service New York, County of process by any other manner as may be permitted by New York, or, if under applicable Lawlaw exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by and construed brought solely in accordance with the Laws of any state or federal court within the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that any direct appellate court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtstherefrom. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum or (ii) the State venue of Delawaresuch suit, action or proceeding is improper. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered by any other manner as may be permitted by applicable LawU.S. registered or certified mail to the party at the address specified on the signature page hereto.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out This Agreement and all acts and transactions hereunder and all rights and obligations of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby NBE and Xxxxxxxx shall be governed by and construed in accordance with the Laws laws of the State of Delaware New York, without regard to its rules principles of conflict conflicts of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to law.; provided, that the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court Maryland shall govern with respect to Section 3.16 hereof and Section 8(e) of the State of Delaware, or, solely if Schedule. Borrower and NBE each submit to the subject matter exclusive jurisdiction of the action is one over which exclusive jurisdiction is vested courts in the courts of the United States of AmericaVirgin Islands; provided, a federal court sitting however, that nothing in this Agreement shall be deemed to operate to preclude NBE from bringing suit or taking other legal action in any other jurisdiction to realize on the State of Delaware (collectively, Collateral or any other security for the “Delaware Courts”) in connection with any dispute, claimObligations, or controversy arising out to enforce a judgment or other court (or equivalent) order in favor of or relating NBE. As a material part of the consideration to NBE to enter into this Agreement or the transactions contemplated herebyAgreement, Borrower (bi) waives any objection consents to the laying of jurisdiction and venue of any such litigation in any court and waives personal service of the Delaware Courtssummons, complaints and other process (c“Process Documents”) agrees not to plead or claim issued in any such court that such litigation brought therein has been brought in an inconvenient forum action, suit or proceeding and agrees not otherwise that service of such Process Documents may be made by personal delivery or by internationally-recognized commercial courier or overnight delivery service or by certified mail, return receipt requested, to attempt the last known address for Borrower; and (ii) waives any and all rights Borrower may have to deny or defeat such personal object to the jurisdiction or venue by motion or other request for leave from of any such court, and (d) agrees that it will not bring or to transfer or change the venue of any Action in connection with any disputesuch action or proceeding. Notwithstanding the foregoing, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated herebyNBE, in pursuit of collection and Collateral or rights therein, may pursue remedies in any court jurisdiction in which Borrower or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17)any Collateral resides or is deemed to reside. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each Borrower appoints each of the parties hereto hereby irrevocably Responsible Officers (jointly and unconditionally agrees that severally) as agent for service of process in connection with any disputeProcess Documents that, claim, or controversy arising out regardless of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof Borrower’s above waiver of mailing receipt constituting evidence of valid service, directed NBE may determine to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served serve upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable LawBorrower.

Governing Law; Jurisdiction; Venue. All disputes(a) This Agreement and all questions regarding its validity or interpretation, claims or controversies the breach or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without reference to conflicts of law principles. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. (b) Subject to ARTICLE VIII above, each Party irrevocably and unconditionally consents to the exclusive jurisdiction of the arbitration tribunals and the jurisdiction of the courts of general jurisdiction of the State of New York, and the United States District Court for the Southern District of New York sitting in the Borough of Manhattan for any action, suit or proceeding concerning any matter arising out of or relating to this Agreement, and agrees not to commence any action, suit or proceeding related thereto except in such courts. (c) Subject to ARTICLE VIII above, the negotiation, validity or performance of this Agreement, or the transactions contemplated Parties further hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in such litigation courts and hereby further irrevocably and unconditionally agree not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Delaware Courtssuch courts, (c) agrees not to plead or irrevocably waives any claim in any such court that such litigation brought therein action, suit or other proceeding has been brought in an inconvenient forum and agrees not otherwise further irrevocably waives the right to attempt object, with respect to deny or defeat such personal jurisdiction or venue by motion action, suit or other request for leave from proceeding, that such court does not have any jurisdiction over such court, and Party. (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties Party hereto hereby irrevocably and unconditionally further agrees that service of process in connection with any disputeprocess, claimsummons, notice or controversy arising out of document by United States registered mail or relating by nationally-recognized express courier, to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the its address specified and contact person for notices provided for in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein 9.6 shall be deemed to limit or prohibit effective service of process by for any other manner as may be permitted by applicable Lawaction, suit or proceeding brought against it under this Agreement in any of such courts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY, orAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, solely if that court does not have subject matter jurisdictionTHE INTERNAL LAWS OF THE STATE OF NEW YORK, the Superior Court of the State of Delaware, or, solely if the subject matter of the WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. (b) Any legal action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or other legal proceeding relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue enforcement of any such litigation in provision of this Agreement to be brought by or on behalf of any of the Delaware Courtsparties may be brought or otherwise commenced in any state or federal court located in New York County, the State of New York. With respect to any such action, each party to this Agreement: (cA) expressly and irrevocably consents and submits to the non-exclusive jurisdiction of each state and federal court located in the County and city of New York, New York (and each appellate court located in the State of New York) in connection with any such legal proceeding; (B) agrees that each state and federal court located in the county of New York, the State of New York, shall be deemed to be a convenient forum; and (C) agrees not to plead assert (by way of motion, as a defense or claim otherwise), in any such legal proceeding commenced in any state or federal court located in the county and city of New York, the State of New York, any claim that such litigation brought therein party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, that the venue of such proceeding is improper or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) subject matter of this Section 17). All Actions arising out of Agreement may not be enforced in or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. by such court. (c) Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, waives to the fullest extent permitted by applicable Lawlaw any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, shall have under or in connection with the same legal force transactions contemplated by this Agreement. Each of the parties hereby (a) certifies that no representative, agent or attorney of the other parties has represented, expressly or otherwise, that such other parties would not, in the event of litigation, seek to enforce the foregoing waiver and effect (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated hereby, as if served upon such party personally within applicable, by, among other things, the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.mutual waivers and certifications set forth in this Section 9.1

Governing Law; Jurisdiction; Venue. All disputesThis Limited Guaranty, claims the rights of the parties under or controversies in connection herewith or the transactions contemplated hereby, and all actions or proceedings arising out of or related to any of the foregoing, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement, Limited Guaranty brought by any party or the negotiation, validity its affiliates against any other party or performance of this Agreement, or the transactions contemplated hereby its affiliates shall be governed by brought and construed determined in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested New York sitting in the County of New York or the federal courts of the United States of America, a federal court America sitting in the State Southern District of Delaware (collectivelyNew York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, the “Delaware Courts”) in connection generally and unconditionally, with regard to any dispute, claim, such action or controversy proceeding arising out of or relating to this Agreement Limited Guaranty and the transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Limited Guaranty or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) waives any objection to the laying of venue that it or its property is exempt or immune from jurisdiction of any such litigation court or from any legal process commenced in any such courts (whether through service of the Delaware Courtsnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) agrees not to plead that (i) the suit, action or claim proceeding in any such court that such litigation brought therein has been is brought in an inconvenient forum and agrees not otherwise to attempt to deny forum, (ii) the venue of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimproceeding is improper, or controversy arising out of or relating to (iii) this Agreement Limited Guaranty, or the transactions contemplated herebysubject matter hereof, may not be enforced in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon by such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawcourts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the Laws laws of jurisdiction in which the State of Delaware Property is located without regard to its rules the conflicts of conflict of Lawslaw provisions thereof (“Governing State”). Each party hereto BORROWER HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware CourtsACTION”) in connection with SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees not to assert, as a defense to any dispute, claim, Action or controversy arising out of or relating a motion to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of transfer venue of any such litigation in any of the Delaware CourtsAction, (ci) agrees any claim that it is not subject to plead such jurisdiction, (ii) any claim that any Action may not be brought against it or claim is not maintainable in any such court those courts or that such litigation brought therein has been this Agreement may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimforum, or controversy arising out of or relating to this Agreement or (iv) that the transactions contemplated hereby, venue for the Action is in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawway improper.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (a) This Limited Guarantee shall be governed by and construed in accordance with the Laws laws of the State of Delaware without regard to its rules Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of Laws. Each party hereto law hereof. (ab) The parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, Delaware (or, solely if such Court or the Delaware Supreme Court determines that court the Court of Chancery does not have or should not exercise subject matter jurisdictionjurisdiction over such matter, the Superior Court of the State of Delaware, or, solely if ) and the subject matter of the action is one over which exclusive jurisdiction is vested in the courts federal Courts of the United States of America, a federal court sitting America located in the State of Delaware (collectively, and of the “Delaware Courts”appropriate appellate Courts therefrom) in connection with any disputedispute arising out of, claimin connection with, in respect of, or controversy arising out in any way relating to: (i) the negotiation, execution and performance of or relating to this Agreement or Limited Guarantee and the transactions contemplated hereby; (ii) the interpretation and enforcement of the provisions of this Limited Guarantee and the documents referred to in this Limited Guarantee, or (biii) waives any objection actions of or omissions by any Covered Party (as defined below) in any way connected with, related to the laying of venue of any such litigation in or giving rise to any of the Delaware foregoing matters (the foregoing clauses (i), (ii) and (iii) collectively, the “Covered Matters”), and hereby waive, and agree not to assert as a defense in any Legal Proceeding with regard to or involving a Covered Matter, that such Legal Proceeding may not be brought or is not maintainable in said Courts or that venue thereof may not be appropriate or that this Limited Guarantee or any such document may not be enforced in or by such Courts, (c) agrees not and the parties hereto, on their behalf and on behalf of their respective Affiliates, irrevocably agree that all claims with respect to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby Legal Proceeding shall be heard and determined in exclusively by such a Delaware state or federal Court. The parties hereto, on their behalf and on behalf of their respective Affiliates, hereby consent to and grant any such Court jurisdiction over the Delaware Courts. Each person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees agree that service mailing of process or other papers in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or such Legal Proceeding in the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified manner provided in Section 18. Service made 10 or in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by law shall be valid and sufficient service thereof. (c) In addition, by entering into this Limited Guarantee, each party hereto, on their behalf and, to the fullest extent permissible by applicable Law, on behalf of their respective equityholders, partners, members, directors, Affiliates, partners, principals, officers or agents, as the case may be, covenants, agrees and acknowledges, that it shall not bring any Legal Proceeding (regardless of the legal theory or claim involved or the procedural nature of any such Legal Proceeding) with regard to any Covered Matter against any Covered Party, other than the parties hereto. (d) The parties hereto acknowledge and agree that (i) the agreements contained in this Section 11 are an integral part of this Limited Guarantee and the transactions contemplated hereby, and that, without these agreements, the parties would not enter into this Limited Guarantee, (ii) any breach of this Section 11 would result in irreparable harm and that monetary damages would not be a sufficient remedy for any such breach and (iii) that any breach of this Section 11 will be deemed a material breach of this Limited Guarantee. Accordingly, each Covered Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach by a party (or any affiliate of such party) and in case of any such breach, the non-breaching party shall be excused from its performance obligations under this Limited Guarantee.

Governing Law; Jurisdiction; Venue. All disputes(a) This Agreement, claims or controversies and all Actions based upon, arising out of or relating related to this Agreement, Agreement or the negotiationTransaction, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orwithout regard to the conflicts of law rules or principles that would result in the application of the law of any other state or jurisdiction; provided that the interpretation of the duties of directors and shareholders of the Company shall in each case be governed by, solely if that court does not have subject matter jurisdictionand construed in accordance with, the Superior laws of England and Wales. (b) Each of the parties irrevocably and unconditionally agrees that any Action with respect to this Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, Delaware (or, solely if the subject matter Delaware Court of the action is one Chancery declines to accept jurisdiction over which exclusive jurisdiction is vested in the courts of the United States of Americaa particular matter, a any state or federal court sitting in within the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17Delaware). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally submits with regard to any such Action for itself and in respect of its property to the personal jurisdiction of the aforesaid courts and agrees that service of process in connection with it will not bring any dispute, claim, or controversy arising out of or Action relating to this Agreement or the transactions contemplated hereby may be made upon in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Applicable Law, shall have any claim that (i) the same legal force and effect as if served upon Action in such party personally within court is brought in an inconvenient forum, (ii) the State venue of Delawaresuch Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing herein shall be deemed To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to limit or prohibit the service of process in accordance with Section 12 in any Action relating to this Agreement or any of the transactions contemplated by this Agreement; provided that nothing herein shall affect the right of any party hereto to serve legal process in any other manner as may be permitted by applicable Applicable Law. Notwithstanding the foregoing in this Section 16(b), the Scheme of Arrangement shall be subject to the jurisdiction of the Court and any appellate courts therefrom, and not that of the above named courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby 4 This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Delaware _______ without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself giving effect to the sole and exclusive personal jurisdiction choice of law principles thereof that would result in the application of the Court Laws of Chancery of the State of Delawareany other jurisdiction. Any action, orlitigation, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, suit or controversy proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought solely in federal or state courts of competent jurisdiction in the transactions contemplated herebycourts of the State of ____ located in ______, or, if it has or can acquire jurisdiction, in the United States District Court for the _________, and each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of such courts (band of the appropriate appellate courts therefrom) in any such action, litigation, suit or proceeding and waives any objection it may now or hereafter have to the laying venue or to convenience of venue of any such litigation forum, agrees that all claims in any respect of the Delaware Courtsaction, (c) agrees not to plead litigation, suit or claim proceeding shall be heard and determined only in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, action or controversy proceeding arising out of or relating to this Agreement or the transactions any transaction contemplated hereby, hereby in any court other court. Process in any action or other tribunal, other than the Delaware Courts (proceeding referred to in the manner and priority set forth in subsection (a) first sentence of this Section 17)5.9 may be served on any party anywhere in the world. All Actions arising out Waiver of or relating to Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.9. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. [Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or the transactions contemplated hereby shall be heard parties for and determined against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with addition to any dispute, claim, or controversy arising out of or relating other relief to this Agreement or the transactions contemplated hereby which such other party may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawentitled.]

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any laws other than the laws of the State of New York. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by brought solely and construed exclusively in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to New York sitting in New York City or the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the federal courts of the United States of America, a federal court America sitting in the State Southern District of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware CourtsNew York. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Lawlaw, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum, (ii) the State venue of Delawaresuch suit, action or proceeding is improper or (iii) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by any other manner as may be permitted by applicable LawSection 15 hereof.

Governing Law; Jurisdiction; Venue. All disputesGoverning Law and Venue; Waiver of Jury Trial. (1) THIS STOCK OPTION AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, claims or controversies arising out CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws courts of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the Federal courts of the United States of America, a federal court sitting America located in the State of Delaware (collectivelysolely in respect of the interpretation and enforcement of the provisions of this Stock Option 8 9 Agreement and of the documents referred to in this Stock Option Agreement, the “Delaware Courts”) and in connection with any dispute, claim, or controversy arising out respect of or relating to this Agreement or the transactions contemplated hereby, (b) waives and hereby waive, and agree not to assert, as a defense in any objection to action, suit or proceeding for the laying of venue interpretation or enforcement hereof or of any such litigation document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in any of said courts or that the Delaware Courts, (c) agrees venue thereof may not to plead be appropriate or claim in that this Stock Option Agreement or any such court that document may not be enforced in or by such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtcourts, and (d) agrees the parties hereto irrevocably agree that it will not bring any Action in connection all claims with any dispute, claim, respect to such action or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the Delaware Courts. Each person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees agree that service mailing of process or other papers in connection with any dispute, claim, such action or controversy arising out of or relating to this Agreement or proceeding in the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified manner provided in Section 18. Service made 12(g) or in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Applicable Law, shall be valid and sufficient service thereof. (2) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS STOCK OPTION AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS STOCK OPTION AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(i).

Governing Law; Jurisdiction; Venue. All disputesissues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all claims and disputes arising hereunder or controversies arising out of thereunder or relating in connection herewith or therewith, whether purporting to this Agreementbe sound in contract or tort, or the negotiationat law or in equity, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the Laws Delaware Law, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (aor any other jurisdiction) irrevocably and unconditionally consents to submit itself to that would cause the sole and exclusive personal jurisdiction application of the Court Laws of Chancery of any jurisdiction other than the State of Delaware, or, solely if that court does not have . The parties hereto hereby agree and consent to be subject matter jurisdiction, to the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States District Court for the District of AmericaDelaware, a federal court sitting and in the State absence of Delaware (collectivelysuch federal jurisdiction, the “Delaware Courts”) parties consent to be subject to the exclusive jurisdiction of the state courts located in Wilmington, Delaware, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any disputesuch suit, claimaction or other proceeding. In furtherance of the foregoing, or controversy arising out each of or relating to this Agreement or the transactions contemplated herebyparties (a) waives the defense of inconvenient forum, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in commence any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion suit, action or other request for leave from proceeding arising out of this Agreement or any Contemplated Transactions other than in any such court, and (dc) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, a final judgment in any court such suit, action or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby proceeding shall be heard conclusive and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party enforced in other jurisdictions by prepaid certified suit or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified judgment or in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted provided by applicable Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement has been drafted and shall be governed by deemed a contract entered into, delivered and construed made in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of DelawareNorth Carolina, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting and it shall be governed, construed, interpreted and enforced in accordance with the laws of the State of Delaware North Carolina, without giving effect to any choice or conflict of law provision or rule (collectivelywhether of the State of North Carolina or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of North Carolina. Any suit, the “Delaware Courts”) in connection action or proceeding with any dispute, claim, or controversy arising out of or relating respect to this Agreement (or any document or instrument entered into or delivered in connection herewith) or any judgment entered by any court in respect thereof, shall be brought in the General Court of Justice, State of North Carolina, County of Xxxx, or in the United States District Court, Eastern District of North Carolina, and the Parties hereby submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding; provided, however, that nothing contained in this Agreement shall prevent the City or the transactions contemplated herebyCounty from bringing any action, (b) enforcing any award or judgment or exercising any rights against the Company individually, against any security or against any property of the Company within any other county, state or other foreign or domestic jurisdiction with proper jurisdiction over the Parties. The Parties hereby irrevocably consent to the service of process in any suit, action or proceeding in said courts by the mailing thereof by registered or certified mail, postage prepaid, to the Parties’ respective addresses. Each Party hereby irrevocably waives any objection objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of this Agreement (or any document or instrument entered into or delivered in connection herewith) if brought in the United States District Court, Eastern District of North Carolina, or the General Court of Justice, State of North Carolina, County of Xxxx, and hereby further irrevocably waives any claim that any such litigation in any of the Delaware Courtssuit, (c) agrees not to plead action or claim proceeding brought in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees forum. If any term or provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement (or the application of such term, provision or condition to Persons or circumstances other than those in respect of which it is invalid or unenforceable), shall not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtbe affected thereby, and (d) agrees that it will not bring any Action in connection with any disputeeach and every other term, claim, or controversy arising out provision and condition of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, enforceable to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawlaw.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without regard to Delaware, irrespective of its rules conflicts of conflict law principles and any other Law that would cause the application of Lawsthe Laws (including the statute of limitations) of any jurisdiction other than the State of Delaware. Each party The parties hereto (a) hereby irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, Delaware (or, solely if that court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of DelawareDelaware does not have jurisdiction over the matter, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States District Court for the District of AmericaDelaware) for any action, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, suit or controversy proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement (except with respect to any employment agreement, which documents shall be governed by law as set forth therein), and in respect of the transactions contemplated herebyhereby and thereby (including resolution of disputes under Section 8.5), (b) waives any objection and hereby irrevocably waive, and agree not to the laying of venue of any such litigation assert, as a defense in any of the Delaware Courtsaction, (c) agrees not to plead suit or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined in the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware; provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. The parties hereby consent to and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process or other tribunalpapers in connection with any such action, other than the Delaware Courts (suit or proceeding in the manner provided in Section 10.8 or in such other manner as may be permitted by Law, shall be valid and priority set forth sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in subsection (a) the courts of the State of Delaware in accordance with this Section 17). All Actions 10.1, and the parties hereby agrees to waive any objection to such venue of any action, suit or proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawthereby.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby shall be governed by and construed brought solely in accordance with the Laws of any state or federal court within the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that any direct appellate court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtstherefrom. Each of the parties hereto hereby irrevocably and unconditionally agrees that service submits to the exclusive jurisdiction of process such courts in connection with respect of any disputelegal action, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the transactions contemplated parties hereto hereby may be made irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, shall have any claim that (i) the same legal force and effect as if served upon suit, action or proceeding in such party personally within court is brought in an inconvenient forum, (ii) the State venue of Delawaresuch suit, action or proceeding is improper or (iii) this letter agreement, or the subject mater hereof, may not be enforced in or by such courts. Nothing herein shall be deemed to limit Each of the parties hereto agrees that notice or prohibit the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by any other manner as may be permitted by applicable LawSection 7 of the Limited Guarantee, with respect to Sponsor, and Section 8.08 of the Merger Agreement, with respect to Parent.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without regard to Delaware, irrespective of its rules conflicts of conflict law principles and any other Law that would cause the application of Lawsthe Laws (including the statute of limitations) of any jurisdiction other than the State of Delaware. Each party The parties hereto (a) hereby irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not Delaware (unless the Federal courts have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested over the matter, in the courts of which case the United States District Court for the District of AmericaDelaware) for any action, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, suit or controversy proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, (b) waives any objection and hereby irrevocably waive, and agree not to the laying of venue of any such litigation assert, as a defense in any of the Delaware Courtsaction, (c) agrees not to plead suit or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby and thereby, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined in the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware; provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. The parties hereby consent to and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process or other tribunalpapers in connection with any such action, other than the Delaware Courts (suit or proceeding in the manner provided in Section 10.8 or in such other manner as may be permitted by Law, shall be valid and priority set forth sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in subsection (a) the courts of the State of Delaware in accordance with this Section 17). All Actions Article 10, and the parties hereby agrees to waive any objection to such venue of any action, suit or proceeding arising out of or relating to this Agreement or and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawthereby.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, claims the rights of the parties and all actions arising in whole or controversies arising out of part under or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall in connection herewith will be governed by and construed in accordance with the Laws laws of the State of Delaware without regard New York. Each party to this letter agreement, by its rules execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of conflict the state courts of Lawsthe State of New York or the United States District Court located in the Southern District of the State of New York for the purpose of any action between the parties arising in whole or in part under or in connection with this letter agreement, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this letter agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party agrees that for any action between the parties arising in whole or in part under or in connection with this letter agreement, such party will bring actions only in the Borough of Manhattan. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. Each party hereto (a) irrevocably and unconditionally consents to submit itself to agrees that notice or the sole and exclusive personal jurisdiction service of the Court of Chancery of the State of Delawareprocess in any action, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, suit or controversy proceeding arising out of or relating to this Agreement letter agreement shall be properly served or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (delivered if delivered in the manner and priority set forth in subsection (a) of this contemplated by Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each 7 of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable LawLimited Guarantee.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement will be governed by, claims and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another jurisdiction to govern this letter agreement. Each of the parties hereto irrevocably agrees that any disputes or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, letter agreement or the transactions contemplated hereby and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations hereunder brought by the other party hereto or its successors or assigns shall be governed by brought and construed determined exclusively in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware in and for New Castle County, or, solely if that court does not have subject matter jurisdiction, Delaware (unless the Superior Court of the State of DelawareChancery shall decline to accept jurisdiction over a particular matter, orin which case, solely if the subject matter any state or federal court in such county). Each of the action is one over which exclusive jurisdiction is vested in the courts parties hereto agrees that mailing of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) process or other papers in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (proceeding in the manner provided in Section 13 or in such other manners as may be permitted by applicable law, will be valid and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtssufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such proceeding for itself and unconditionally in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that service of process in connection with it will not bring any dispute, claim, or controversy arising out of or proceeding relating to this Agreement letter agreement or any of the transactions contemplated hereby may be made upon in any court or tribunal other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any proceeding with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such party by prepaid certified court or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made from any legal process commenced in such mannercourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Lawlaw, shall have any claim that (x) the same legal force and effect as if served upon proceeding in such party personally within court is brought in an inconvenient forum, (y) the State venue of Delaware. Nothing herein shall such proceeding is improper or (z) this letter agreement, or the subject matter hereof, may not be deemed to limit enforced in or prohibit service of process by any other manner as may be permitted by applicable Lawsuch courts.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating (a) Except to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with extent that the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself are mandatorily applicable to the sole Partnership Merger, this Agreement, and exclusive personal jurisdiction all claims or causes of the Court of Chancery of the State of Delawareactions (whether at Law, orin contract or in tort) that may be based upon, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising arise out of or relating related to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland). (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum Any and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions all disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in a Maryland state or federal court located in Baltimore City exercising jurisdiction over the Delaware Courtssubject matter of such dispute(s). Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that service (i) submits to the exclusive personal jurisdiction of process any such Maryland state or federal court located in connection with Baltimore City for the purpose of any dispute, claim, or controversy dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be made upon heard and determined in any such party by prepaid certified Maryland state or registered mailfederal court, with a validated proof of mailing receipt constituting evidence of valid service(iv) waives, directed to the fullest extent it may legally and effectively do so, any objection to such party at court’s exercise of personal jurisdiction over the address specified Party in Section 18. Service made in any such mannerdispute, (v) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, (vi) waives, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon defense of an inconvenient forum to the maintenance of such party personally within dispute. Each of the State of Delaware. Nothing herein Parties agrees that a final judgment in any such dispute shall be deemed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law and (vii) agrees, with respect to limit or prohibit any such action filed in such Maryland state court, to jointly request an assignment to the Maryland Business and Technology Case Management Program. Each Party irrevocably consents to service of process by in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner as may be permitted by applicable Law.

Governing Law; Jurisdiction; Venue. All disputesi. This Transfer Agreement and any dispute arising from the performance or breach hereof, claims or controversies arising out of or relating to this Agreementand any dispute resolution conducted thereby, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall will be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orexcluding its rules governing conflicts of laws. ii. Except as set forth in Section 12(b) below, solely if that court does not have subject matter jurisdiction, each Party hereby irrevocably submits to the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in of (i) the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, each a “State Court”) and (ii) the United States Court for Delaware (the “Delaware CourtsDistrict Court”) in connection with ), for the purposes of any disputeaction, claim, suit or controversy proceeding arising out of or relating to this Transfer Agreement or the transactions out of any transaction contemplated hereby. Each Party agrees to commence any action, (b) suit or proceeding either in the District Court or if such action, suit or proceeding may not be brought in the District Court for jurisdictional reasons, in a State Court. Each Party further agrees that service of any process, summons, notice or document by personal delivery, by registered mail, or by a recognized international express delivery service to such Party’s respective address set forth below will be effective service of process for any such action, suit or proceeding in the District Court or State Court with respect to any matters to which it has submitted to jurisdiction in this Section. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such litigation action, suit or proceeding arising out of this Transfer Agreement or the transactions contemplated hereby in any of the Delaware CourtsDistrict Court or State Court, (c) hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in an inconvenient forum forum, hereby and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby thereby further irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating waives its right to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawjury trial.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or (a) This Agreement and the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Ancillary Agreements shall be governed by and construed in accordance with the Laws of the State of Delaware New York without regard to its rules conflicts-of-law principles that would require the application of conflict of Laws. Each party hereto any other Law. (ab) Seller and Buyer irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery Courts of the County of New York, State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of New York and the United States District Court for the Southern District of America, a federal court sitting New York in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy Action arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtAgreement, and (d) hereby irrevocably agrees that it will not bring any all claims in respect of such Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall may be heard and determined in the Delaware Courtssuch state or federal court. Each of the parties hereto Seller and Buyer hereby irrevocably and unconditionally agrees that service waive, to the fullest extent they may effectively do so, the defense of process in connection with any dispute, claim, or controversy arising out an inconvenient forum to the maintenance of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18Action. Service made in such mannerThe parties further agree, to the fullest extent permitted by applicable Law, shall have the same legal force that a final and effect as if served upon such party personally within the State unappealable judgment against any of Delaware. Nothing herein them in any Action contemplated above shall be deemed to limit or prohibit service of process by conclusive and may be enforced in any other manner as jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) To the extent that Seller or Buyer has or hereafter may be permitted by applicable Lawacquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Seller and Buyer hereby irrevocably waive such immunity in respect of its obligations under this Agreement. (d) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE WAIVERS IN SECTION 11.2(d) HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Governing Law; Jurisdiction; Venue. All disputesa. Notwithstanding the place where this Amendment may be executed by any of the parties hereto, claims or controversies arising out of or relating to the parties expressly agree that this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Amendment shall be governed by and construed in accordance with the Laws laws of the State of Delaware New York without regard giving effect to its rules of any choice or conflict of Laws. Each party hereto law provision or rule (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery whether of the State of DelawareNew York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. b. Each of the Company and the Investor irrevocably and unconditionally submits, orfor itself and its property, solely if that court does not have subject matter jurisdiction, to the Superior Court nonexclusive jurisdiction of the courts of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested New York sitting in the courts Borough of Manhattan, New York and of the United States District Court of Americathe Southern District of New York, a federal and any appellate court sitting from any thereof, in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, action or controversy proceeding arising out of or relating to this Agreement or Amendment and the transactions contemplated herebyherein, (b) waives or for recognition or enforcement of any objection to judgment, and each of the laying of venue Company and the Investor irrevocably and unconditionally agrees that all claims in respect of any such litigation in any of the Delaware Courts, (c) agrees not to plead action or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall proceeding may be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such mannerNew York state court or, to the fullest extent permitted by applicable Lawlaw, shall have in such federal court. Each of the same legal force Company and effect as if served upon the Investor hereto agrees that a final judgment in any such party personally within the State of Delaware. Nothing herein action or proceeding shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or prohibit service of process by in any other manner as may be provided by law. c. Each of the Company and the Investor irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment and the transactions contemplated herein in any court referred to in Section 4(b) hereof. Each of the Company and the Investor hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Governing Law; Jurisdiction; Venue. All disputesi. This Agreement and any dispute arising from the performance or breach hereof, claims or controversies arising out of or relating to this Agreementand any dispute resolution conducted thereby, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall will be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orexcluding its rules governing conflicts of laws. ii. Except as set forth in Section 16(b) below, solely if that court does not have subject matter jurisdiction, each Party hereby irrevocably submits to the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in of (i) the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, each a “State Court”) and (ii) the United States Court for Delaware (the “Delaware CourtsDistrict Court”) in connection with ), for the purposes of any disputeaction, claim, suit or controversy proceeding arising out of or relating to this Agreement or the transactions out of any transaction contemplated hereby. Each Party agrees to commence any action, (b) suit or proceeding either in the District Court of if such action, suit or proceeding may not be brought in such court for jurisdictional reasons, in a State Court. Each Party further agrees that service of any process, summons, notice or document by personal delivery, by registered mail, or by a recognized international express delivery service to such Party’s respective address set forth below will be effective service of process for any such action, suit or proceeding in the District Court or State Court with respect to any matters to which it has submitted to jurisdiction in this Section. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any of the Delaware CourtsDistrict Court or State Court, (c) hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in an inconvenient forum forum, hereby and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby thereby further irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating waives its right to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawjury trial.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware New York (without regard giving effect to its rules of conflict of Lawslaw principles thereof that would result in the application of the Laws of another jurisdiction) except that matters relating to the fiduciary duties of the Board of Directors shall be governed by the laws of the State of Ohio and matters relating to the fiduciary duties of the General Partner shall be governed by the laws of the State of Delaware. Each party of the parties hereto (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery state courts of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of New York or the United States of AmericaDistrict Court, a federal court sitting in each case, located in the State Borough of Delaware Manhattan in the City of New York (collectively, the “Delaware New York Courts”) in connection with the event any dispute, claim, or controversy arising dispute arises out of or relating in any way related to this Agreement or any transaction contemplated by this Agreement, including, any claim relating to or arising out of due diligence conducted in connection with or the transactions contemplated herebynegotiation, interpretation or enforcement of this Agreement (a “Claim”) or involving any Related Party or any Related Party of a Related Party and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all Claims brought by or against any of the parties hereto or any of their respective Affiliates or any Related Party or any Related Party of a Related Party with respect to such action or proceeding shall be heard and determined solely and exclusively in a New York Court, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees that it will not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such courtNew York Court, and (dc) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, Claim in any court or other tribunal, other than the Delaware New York Courts and (in the manner and priority set forth in subsection (ad) waives any right to trial by jury with respect to any Claim. The parties hereto agree that any violation of this Section 17). All Actions arising out 8.03 (including related to any Related Party or any Related Party of or relating to a Related Party) shall constitute a material breach of this Agreement or the transactions contemplated hereby and shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawconstitute irreparable harm.

Governing Law; Jurisdiction; Venue. All disputesThis letter agreement, and all claims or controversies and causes of action arising out of of, based upon, or relating related to this Agreement, letter agreement or the negotiation, validity execution or performance of this Agreementhereof, or the transactions contemplated hereby shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the Laws of the State of Delaware Delaware, without regard to its rules of choice or conflict of Laws. Each party hereto (a) irrevocably and unconditionally consents to submit itself to law principles that would result in the sole and exclusive personal jurisdiction application of any Laws other than the Court of Chancery Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, orincluding any dispute regarding its breach, solely if that court does not have subject matter jurisdictiontermination or validity, the Superior Court parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State of Delaware, or, solely if arbitration shall be Hong Kong and the subject matter language of the action is one over arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which exclusive jurisdiction is vested shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the courts arbitration (including without limitation any statements of case and any interim or final award, as well as the United States fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of America, a federal court sitting in the State of Delaware (collectivelyany dispute to arbitration, the “Delaware Courts”) parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in connection dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any disputecourt having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, claim, or controversy arising out of any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees allegation that it will not bring any Action in connection with any dispute, claim, is an agency or controversy arising out instrumentality of a sovereign state or relating is otherwise entitled to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsimmunity. Each of the parties hereto hereby irrevocably and unconditionally agrees that notice or the service of process in connection with any disputeaction, claim, suit or controversy proceeding arising out of of, based upon or relating to this Agreement letter agreement or the transactions rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated hereby may be made upon such party by prepaid certified or registered mailSection 6 of the Limited Guarantee, with a validated proof respect to Sponsor, and Section 10.2 of mailing receipt constituting evidence of valid servicethe Merger Agreement, directed with respect to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit Parent or prohibit service of process by any other manner as may be permitted by applicable LawMerger Sub.

Governing Law; Jurisdiction; Venue. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby This Guaranty shall be governed by and construed in accordance with the Laws laws of jurisdiction in which the State of Delaware Property is located without regard to its rules the conflicts of conflict of Lawslaw provisions thereof (“Governing State”). Each party hereto GUARANTOR HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware CourtsACTION”) in connection with SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. GUARANTOR HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Guarantor hereby waives and agrees not to assert, as a defense to any dispute, claim, Action or controversy arising out of or relating a motion to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of transfer venue of any such litigation in any of the Delaware CourtsAction, (ci) agrees any claim that it is not subject to plead such jurisdiction, (ii) any claim that any Action may not be brought against it or claim is not maintainable in any such court those courts or that such litigation brought therein has been this Guaranty may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any Action in connection with any dispute, claimforum, or controversy arising out of or relating to this Agreement or (iv) that the transactions contemplated hereby, venue for the Action is in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each of the parties hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Lawway improper.

Governing Law; Jurisdiction; Venue. All disputesTHE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, claims VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Each party hereby irrevocably submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York located in New York, New York or controversies the United States District Court for the Southern District of New York, and any appellate court from any such court (as applicable, a “New York Court”), in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment resulting from any such suit, action or proceeding, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its rules of conflict of LawsNew York Court. Each party hereto (a) hereby irrevocably and unconditionally consents to submit itself waives, to the sole fullest extent it may legally and exclusive personal jurisdiction effectively do so, (i) any objection which it may now or hereafter have to the laying of the Court venue of Chancery of the State of Delawareany suit, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy proceeding arising out of or relating to this Agreement or in the transactions contemplated herebyNew York Court, (bii) waives any objection to the laying defense of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny the maintenance of such suit, action or defeat such personal jurisdiction or venue by motion or other request for leave from proceeding in any such court, (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party and (div) agrees that it will not bring any Action in connection with any dispute, claim, or controversy arising out of or relating all rights to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than the Delaware Courts (in the manner and priority set forth in subsection (a) of this Section 17). All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courtsa trial by jury. Each of the parties hereto hereby party irrevocably and unconditionally agrees that consents to service of process in connection with any dispute, claim, or controversy arising out manner permitted by Law. The foregoing consents to jurisdiction and service of or relating process shall not constitute general consents to service of process in the State of New York for any purpose except as relates to this Agreement or and the transactions contemplated hereby may be made upon such party by prepaid certified or registered mailTransaction Documents, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 18. Service made in such manner, to the fullest extent permitted by applicable Law, and shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall not be deemed to limit or prohibit service of process by confer rights on any Person other manner as may be permitted by applicable Lawthan the respective parties to this Agreement.